Justin Bird
SEMPRAAbout Justin Bird
Justin C. Bird is Executive Vice President of Sempra and Chief Executive Officer of Sempra Infrastructure; he was promoted to EVP effective January 1, 2024 while retaining his Sempra Infrastructure role . He was 53 years old as of December 31, 2024 . Company performance metrics tied to his incentives include ABP Earnings (achieved at 143% of target for 2024) and safety/sustainability goals . Sempra reported total shareholder return of 21% in 2024 and its 2022 LTIP tranches vested at 191.5% (Utilities TSR), 169.5% (S&P 500 TSR), and 200% (EPS growth), reflecting strong pay-for-performance calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sempra | Executive Vice President | 2024–present | Executive leadership across platforms; compensation aligned to enterprise ABP/safety/sustainability and multi-year TSR/EPS growth |
| Sempra Infrastructure | Chief Executive Officer | 2023–present | Led LNG expansion including Port Arthur LNG Phase 1 FID; received recognition/retention award supporting execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in the proxy | — | — | No external public-company board roles disclosed for Bird in 2025 proxy |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary | $780,000 |
| Target Bonus % | 90% |
| Target Bonus $ | $702,000 |
| Actual Bonus Paid | $1,003,400 |
| All Other Compensation | $121,165 (company 401(k)/deferred comp contributions, insurance, charitable match, executive benefits) |
Performance Compensation
Annual Bonus Structure and Outcomes (2024)
| Component | Weighting | Target/Goal | Actual | Payout |
|---|---|---|---|---|
| ABP Earnings | 80% | $3,051 million target | $3,158 million | 143% of target (company-wide score) |
| Safety Measures | 12% | Defined employee/public safety measures | Committee reduced payout due to contractor safety | Included in 143% |
| Sustainability Measures | 8% | Environmental, culture, governance measures | Included in overall score | Included in 143% |
2024 Grants of Plan-Based Awards (Bird)
| Award Type | Grant Date | Metric | Target Shares | Max Shares | Exercise Price | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| PBRSU (TSR vs S&P 500 Utilities) | 1/02/2024 | 3-year relative TSR | 1,476 | 11,806 | — | $518,909 |
| PBRSU (TSR vs S&P 500) | 1/02/2024 | 3-year relative TSR | 633 | 5,060 | — | $237,888 |
| PBRSU (EPS Growth vs Utilities peers) | 1/02/2024 | 3-year adjusted EPS CAGR | 2,108 | 16,866 | — | $639,390 |
| Nonqualified Stock Options | 1/02/2024 | Stock price appreciation | — | — | $75.82 | $639,341 |
Notes:
- Long-term incentives are two-thirds PBRSUs (TSR 70% Utilities peers/30% S&P 500; EPS growth vs Utilities peers) and one-third stock options .
- Company-wide, 2022 PBRSUs vested at 191.5% (Utilities TSR), 169.5% (S&P 500 TSR), and EPS growth at 200% in early 2025 .
2024 Option Exercises and Stock Vested (realized)
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (awards) | 29,494 |
| Value Realized on Vesting | $2,164,269 |
Outstanding Equity at Year-End 2024 (Bird)
| Instrument | Key Terms | Quantity | Market Value |
|---|---|---|---|
| Options (Service-based) | 1/02/2024 grant; $75.82 exercise; expires 01/01/2034 | 38,913 | — |
| PBRSU tranches (unearned/unvested) | TSR/EPS cycles from 2022–2024 grants | 58,333 | $5,117,018 |
| RSU (service-based) | Remaining installments from prior grants | 6,708 | $588,368 |
Equity Ownership & Alignment
- Beneficial ownership: 39,858 shares (includes 26,887 common + 12,971 exercisable within 60 days); phantom shares: 20,974; total beneficial + phantom: 60,832; each NEO owns <1% of outstanding shares (651,913,367) .
- Officer stock ownership guidelines: Executive Vice Presidents must maintain ownership equal to 4x base salary; officers are expected to reach guideline within five years and retain at least 50% of net-after-tax shares until met; in-the-money options count for guideline compliance .
- Compliance status: Other named executive officers (including Bird) met or exceeded guidelines as of March 20, 2025 (excluding retired Mihalik) .
- Hedging/pledging: Prohibited for company stock .
Employment Terms
| Scenario | Cash Severance | Equity Acceleration | Enhanced Retirement Benefits | Health & Welfare | Financial Planning | Outplacement |
|---|---|---|---|---|---|---|
| Termination (without cause or for good reason), unrelated to CoC | $3,534,467 (1x salary+greater of avg 3-year or target bonus) | — | — | $62,261 | $50,000 | $50,000 |
| Termination (without cause or for good reason), related to CoC | $5,301,700 (2x salary+greater of avg 3-year or target bonus) | $6,228,007 | $11,181,295 | $124,755 | $75,000 | $50,000 |
| Death | — | $588,368 | $11,976,104 | — | — | — |
| Change in Control only (no termination) | — | — (vesting parameters depend on age/service and award assumption) | — | — | — | — |
Additional terms:
- Severance agreements provide an extra one-times salary plus the higher of avg three-year or target bonus if the executive provides up to two years of post-termination consulting services and agrees to non-solicitation and confidentiality; prorated bonus for termination within two years post-CoC, death or disability; bonus offsets apply if an annual bonus is separately paid for year of termination .
- Equity awards include robust clawback/recoupment provisions and are designed to comply with Section 409A; vesting upon CoC generally operates on a double-trigger basis if awards are assumed/replaced, with retirement eligibility exceptions; service-based awards vest upon death .
Deferred Compensation, Pension & Perquisites
- Deferred Compensation (2024): Executive contributions $260,706; company contributions $64,032; aggregate earnings $347,345; year-end balance $2,547,632 .
- Pension/SERP Present Value (12/31/2024): Cash Balance Plan $507,292; Supplemental Executive Retirement Plan $8,167,806; total $8,675,098; not yet vested under SERP formula; lump-sum early retirement benefit (if retired at 12/31/2024) would have been $1,194,086 .
- Executive benefits: financial/estate planning, excess liability insurance, medical transport; executive benefit allowance $30,000; charitable match up to $25,000; no tax gross-ups .
Performance & Track Record
- Strategic achievements: As CEO of Sempra Infrastructure, Bird received a recognition and retention award tied to achieving a positive FID for Port Arthur LNG Phase 1 (four annual $150,000 payments, subject to continued service) .
- Equity realizations: 29,494 shares vested in 2024, with $2,164,269 realized value; no option exercises reported for Bird in 2024 .
- Enterprise performance context: Sempra delivered 21% TSR in 2024; ABP Earnings achieved above target with company-wide bonus payout at 143% .
Compensation Governance & Peer Context
- Compensation and Talent Development Committee (independent directors) oversees pay design; uses Exequity as independent consultant; emphasizes variable, performance-based pay and multi-year equity .
- Ownership guidelines are robust vs peers; majority of peers have CEO guidelines ≤6x salary; Sempra’s EVP guideline is 4x salary and enforced via retention rules .
Equity Ownership & Alignment
| Ownership Component | Quantity |
|---|---|
| Common Shares (incl. within 60 days options) | 39,858 |
| Phantom Shares (deferred comp tracking stock) | 20,974 |
| Ownership % of Outstanding | <1% |
| Options Exercisable within 60 days | 12,971 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited, which reduces alignment risk concerns .
- No related person transactions since beginning of 2024 .
- No tax gross-ups on executive benefits .
- Equity award clawback provisions present; awards structured to avoid option repricing behavior and are granted on regular schedule without MNPI timing .
Investment Implications
- Alignment: High variable pay, multi-year PBRSU with stringent TSR/EPS hurdles, and robust ownership guidelines suggest strong pay-for-performance alignment; 2022 cycles vesting >100% underscores the potential for above-target outcomes when outperformance occurs .
- Retention: Formal severance and CoC protections (2x cash, equity acceleration, enhanced retirement) plus ongoing LNG execution incentives (recognition/retention award) mitigate near-term departure risk, but also create event-driven payout exposure if a strategic transaction occurs .
- Trading signals/flow: Scheduled PBRSU vestings and option tranches through 2034 may create periodic share deliveries; current outstanding unvested awards for Bird total 58,333 PBRSUs and 6,708 RSUs, with 38,913 options at $75.82 expiring 01/01/2034, informing potential future selling pressure upon vesting/settlement windows .